Williams v. Everett
Decision Date | 01 October 1917 |
Docket Number | No. 18271.,18271. |
Citation | 200 S.W. 1045 |
Parties | WILLIAMS v. EVERETT et al. |
Court | Missouri Supreme Court |
Appeal from Circuit Court, Greene County; Guy D. Kirby, Judge.
Action by Thomas E. Williams against R. E. Everett and another. From a judgment for plaintiff, defendants appeal. Affirmed.
The petition was filed in the Greene County circuit court April 26, 1912, and is as follows:
The answer was a general denial.
At the trial it appeared that the defendant Everett had at the time of the trial been engaged in the lumber business in Springfield about 30 years under the name of the "Springfield Planing Mill, Lumber & Construction Company." Plaintiff, in 1888, at the age of 17 years, entered his service in the yard as a laborer, and continued in that capacity until about 1900, when he was taken into the office, where he remained until the concern was incorporated in February, 1908. The business was prosperous, and for a number of years he had a contract with his employer for a bonus, in addition to his salary, of 10 per cent. of the excess of the net profits over $5,000 for each year.
Articles of incorporation were filed with the secretary of state by the name of Springfield Planing Mill, Lumber & Construction Company. The articles stated the capital stock to be $80,000, divided into shares of $100 each, all "bona fide subscribed and actually paid up in lawful money of the United States, and is in the custody of the persons hereafter named as the first board of directors." The stockholders signing as subscribers to the articles and number of shares subscribed by each were: R. E. Everett, 550 shares; T. E. Williams, 150 shares; K. W. Everett, 50 shares; and I. N. Everett, 50 shares. The two last named were respectively a son and daughter of R. E. Everett. The first three subscribers named were constituted the board of directors for the first year. The certificate of incorporation was issued February 4, 1908. The first meeting of the corporation was held in August of that year, at which R. E. Everett was made president, at a salary of $1,800 per year, K. W. Everett was made vice president, at a salary of $1,200 per year, and the plaintiff was made secretary and general manager, at a salary of $1,500 per year.
During the five years from 1903 to 1907, inclusive, the plaintiff was employed by defendant Everett under yearly contracts in writing. The first four years his compensation was fixed at $100 per month and 10 per cent. of the net earnings over $5,000 for the year, and 20 per cent. on the amount of net earnings over $10,000. The salary for each succeeding year, including 1907, was fixed at $125 per month, with the same percentages. These contracts for percentages ceased with the incorporation.
Plaintiff testified that the question of incorporation, and his own interest in the business, was discussed from time to time during the years immediately preceding that event, and that it was finally decided that he should have $5,000 of stock in the corporation absolutely, and $1,000 more for each of the following five years. He was also to have the privilege of purchasing, during that time, 50 shares at par. This privilege he afterward surrendered on account of a difference or misunderstanding with Mr. Everett.
The defendants introduced in evidence the following writing:
He testified that this was read at the directors' meeting August 27, 1908, and was satisfactory to Mr. Williams. Mrs. Johnson, formerly Miss Irene N. Everett, also testified to its reading at the meeting, but did not testify that it was shown to her, nor that the provisions in question were in it.
Mr. Williams denied that he had ever seen the paper until the trial, and denied that there was any arrangement or agreement between them concerning the forfeiture of the stock. He testified that by his agreement the 50 shares were to accrue to him in installments as stated in the paper.
The stock of the corporation was at the time of its organization to be fully paid for by the transfer to it of all the property, real and personal, used by Mr. Everett in the business, which was valued by them at eighty-two thousand and some odd dollars. A large part of this was in real estate which had not, at the time of the trial, been transferred to it.
The defendants asked at the close of all the evidence that the jury be instructed to find for them respectively, which was refused, and defendants excepted. Thereupon the court, at plaintiff's request and against defendants' objection, gave the following instruction, to which exceptions were duly saved:
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